WHEREAS, Ford Bank Group, Inc., Lubbock, Texas ("Acquiring
Party"), and MBank Waco, National Association, Waco, Texas
("MBank Waco") (collectively "Co-Applicants") have proposed
to the Federal Deposit Insurance Company ("FDIC") that the
Acquiring Party and certain local investors purchase and recapitalize
MBank Waco; and

WHEREAS, the Acquiring Party is currently the holding company for First
National Bank at Lubbock, Lubbock, Texas; First National Bank of
Plainview, Plainview, Texas; The First National Bank of Post, Post,
Texas; First National Bank of Borger, Borger, Texas; The First National
Bank in Canyon, Canyon, Texas; First State Bank, Crane, Texas; and
Yoakum County State Bank, Denver City, Texas ("FBG Banks"); and

WHEREAS, the Acquiring Party is also desirous for an exemption from
liability as to the FBG Banks for any losses the FDIC may suffer or
reasonably anticipates to suffer from the possible default and/or
possible assistance to MBank Waco, filed pursuant to the provisions of
section 5(e)(5)(A) of the Act, 12 U.S.C. §1815(e)(5)(A); and

WHEREAS, the Board of Directors ("Board") of the FDIC, having
fully considered the facts and information relating to the foregoing
requests for exemption from losses, has concluded that an exemption is
in the best interest of the Bank Insurance Fund and that approval of
the application for exemption should be granted.

WHEREFORE, for the foregoing reasons, the Co-Applicants' request for
exemption from losses is herewith conditionally granted by this ORDER
CONDITIONALLY GRANTING APPROVAL FOR WAIVER OF CROSS-GUARANTY
("ORDER"), subject to the conditions and restrictions set forth
below:

[.1]1. This ORDER is conditioned upon the acquisition of control of MBank
Waco by the Acquiring Party. Should anyone other than the Acquiring
Party acquire control of MBank Waco, or should MCorp Financial, Inc.
ever reacquire control of MBank Waco, this ORDER shall be null and
void.

[.2]2. Immediately upon the sale of MBank Waco to the Acquiring Party and
certain local investors, the Acquiring Party will ensure that MBank
Waco have a minimum of 7.5 million dollars ($7,500,000) in equity
capital. The Co-Applicants will have six months from the date of
issuance of this ORDER to complete all transactions necessary to
accomplish the sale of MBank Waco to the Acquiring Party, et al. Also
within six months from the date of issuance of this ORDER, the
Acquiring Party will ensure that MBank Waco have a minimum of fifteen
million dollars ($15,000,000) in equity capital. At no time during the
six months from the date of issuance of this ORDER shall MBank Waco's
equity capital be less than 2 percent (2%) of the bank's total
assets. Failure to conclude all necessary actions, and to attain and
maintain said capital levels provided herein, within the time frames
established herein, and obtain all appropriate federal regulatory
approval thereto, will render this ORDER null and void.

[.3]3. Immediately upon receipt of this ORDER, MBank Waco shall dismiss its
claims against the Receivership of MBank Fort Worth, National
Association, Forth Worth, Texas, filed approximately June, 1989, in the
amount of $13,595.05; the Receivership of MBank Austin, National
Association, Austin, Texas, filed approximately June, 1989, in the
amount of $15,130.90; and the Receivership of MBank Dallas, National
Association, Dallas, Texas, filed approximately June, 1989, in the
amount of $322,207.84.

[.4]4. This ORDER shall expire five years from the date of issuance
contained herein. Further, should any of the FBG Banks fail or require
assistance from the FDIC, or should any other insured depository
institution controlled by the Acquiring Party fail or require
assistance from the FDIC, the liability for resulting loss as provided
in section 5(e) of the Act, 12 U.S.C. §1815(e), would remain with
the remaining FBG Banks and/or any other insured depository institution
controlled by the Acquiring Party.

[.5]5. Should the FDIC determine that either Co-Applicant has failed to
comply fully with the aforesaid conditions, the FDIC shall have the
right to revoke this exemption after giving the Co-Applicants written
notice of said revocation and a reasonable opportunity to be heard on
the matter. Notwithstanding the foregoing, should the condition
contained in paragraph 1 above be violated or the conditions in
paragraph 2 above fail to be met in the time frame specified therein,
this ORDER shall be immediately null and void, without further hearing
on the matter.